-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UL5l29QL1m5RJng/PBvektUP7SN3/PTv4Y+nrgo3tKYkHJv6zqTp/FOJ48WuGt5J to8/KCcqEAcPu05B7hqvFA== 0001275287-06-003774.txt : 20060725 0001275287-06-003774.hdr.sgml : 20060725 20060725111846 ACCESSION NUMBER: 0001275287-06-003774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060725 DATE AS OF CHANGE: 20060725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MUELLER INDUSTRIES INC CENTRAL INDEX KEY: 0000089439 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 250790410 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06770 FILM NUMBER: 06978115 BUSINESS ADDRESS: STREET 1: SUITE 150 STREET 2: 8285 TOURNAMENT DRIVE CITY: MEMPHIS STATE: TN ZIP: 38125 BUSINESS PHONE: (901)753-3200 MAIL ADDRESS: STREET 1: SUITE 150 STREET 2: 8285 TOURNAMENT DRIVE CITY: MEMPHIS STATE: TN ZIP: 38125 FORMER COMPANY: FORMER CONFORMED NAME: SHARON STEEL CORP DATE OF NAME CHANGE: 19910103 8-K 1 mi6486.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2006 MUELLER INDUSTRIES, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-6770 25-0790410 --------------------------- --------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 8285 Tournament Drive Suite 150 Memphis, Tennessee 38125 -------------------------------------------------- -------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (901) 753-3200 Registrant's Former Name or Address, if changed since last report: N/A Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operations and Financial Condition. On July 25, 2006 the Registrant issued a press release announcing earnings for the quarter ended July 1, 2006. A copy of the press release announcing the second quarter 2006 earnings is attached as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release, dated July 25, 2006 reporting second quarter 2006 earnings. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MUELLER INDUSTRIES, INC. By: /s/ Kent A. McKee --------------------------- Name: Kent A. McKee Title: Executive Vice President and Chief Financial Officer Date: July 25, 2006 -3- Exhibit Index Exhibit No. Description - ----------- ----------------------------------------------------------------- 99.1 Press release, dated July 25, 2006. -4- EX-99.1 2 mi6486ex991.txt EXHIBIT 99.1 Exhibit 99.1 MUELLER INDUSTRIES, INC. REPORTS RECORD SECOND QUARTER RESULTS MEMPHIS, Tenn., July 25 /PRNewswire-FirstCall/ -- Quarterly and Year-to-Date Earnings Harvey L. Karp, Chairman of Mueller Industries, Inc. (NYSE: MLI), today announced the Company's results for the second quarter of 2006. Net income for the second quarter was $58.8 million, or $1.57 per diluted share, which compares with $17.2 million, or 46 cents per diluted share, for the second quarter of fiscal 2005. Net sales for the three months ended July 1, 2006 were $779.7 million, compared with net sales of $410.5 million for the second quarter of 2005. This increase in net sales is primarily due to the increased cost of copper, the Company's principal raw material, which is generally passed through to customers by changes in selling prices. Year-to-date, the Company earned $92.1 million, or $2.48 per diluted share, on net sales of $1.33 billion. This compares with net income of $32.4 million, or 87 cents per diluted share, on net sales of $812.2 million for the first half of 2005. Approximately $92.3 million of the increase in first half net sales was attributable to businesses acquired late in 2005. Financial and Operating Highlights Regarding the second quarter of 2006, Mr. Karp said, "Market conditions remained vibrant throughout the second quarter on the fundamentals of strong demand and product availability. The majority of the increase in operating income is attributable to core product lines. The impact of rising raw material costs also significantly contributed to the earnings improvement. "Mueller's financial strength and flexibility played an important role in our success during the quarter. The price of copper gyrated widely and on average more than doubled compared with the same quarter last year. Nonetheless, we were able to secure copper supplies which enabled us to service our customers' orders on a timely basis. In all, Mueller committed over $85 million in net working capital to our business during the quarter. - "The COMEX average price of copper was $3.37 per pound in the second quarter of 2006, which compares with $1.53 per pound in the second quarter of 2005. - "Mueller ended the quarter with $138.9 million in cash; the higher balances of accounts receivable and inventories caused by rising copper prices were readily funded with cash on-hand. - "Our current ratio remains excellent at 2.3 to 1 and our working capital is $471.3 million. - "Our Plumbing & Refrigeration segment posted operating earnings of $78.3 million on net sales of $551.2 million which compares with operating earnings of $23.2 million on net sales of $302.4 million in the second quarter of 2005. - "Our OEM segment posted operating earnings of $21.5 million during the second quarter of 2006 on net sales of $242.1 million, which compared with operating earnings of $7.3 million on net sales of $111.0 million for the same period in 2005. Included in the OEM segment is our Chinese joint venture which reported total operating income of $3.3 million. - "Capital expenditures during the first half of 2006 totaled $20.9 million of which $9.1 million relates to our Chinese joint venture. We expect to invest between $40 and $45 million for capital expenditures during 2006. - "Selling, general and administrative expense increased to $39.7 million in the second quarter of 2006 due primarily to acquired businesses and compensation expense." Business Outlook for 2006 Regarding the outlook for 2006, Mr. Karp said, "Housing starts have remained at high levels even though mortgage rates have continued to rise. Importantly, commercial construction has markedly improved and the value of private nonresidential construction put in place this year is on track to exceed the peak year of 2000. This trend is favorable for Mueller and could very well offset a slowing in the residential construction markets. Our business outlook for the third quarter of 2006 remains positive." Mueller Industries, Inc. is a leading manufacturer of copper tube and fittings; brass and copper alloy rod, bar and shapes; aluminum and brass forgings; aluminum and copper impact extrusions; plastic fittings and valves; refrigeration valves and fittings; and fabricated tubular products. Mueller's operations are located throughout the United States and in Canada, Mexico, Great Britain, and China. Mueller's business is importantly linked to (1) the construction of new homes; (2) the improvement and reconditioning of existing homes and structures; and (3) the commercial construction market which includes, office buildings, factories, hotels, hospitals, etc. Statements in this release that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties. These include economic and currency conditions, continued availability of raw materials and energy, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the Company's SEC filings. The words "outlook," "estimate," "project," "intend," "expect," "believe," "target," and similar expressions are intended to identify forward-looking statements. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. The Company has no obligation to publicly update or revise any forward-looking statements to reflect events after the date of this report. MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data)
For the Quarter For the Six Months Ended Ended -------------------------- -------------------------- July 1, July 2, July 1, July 2, 2006 2005 2006 2005 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) Net sales $ 779,663 $ 410,506 $ 1,330,702 $ 812,169 Cost of goods sold 637,038 345,663 1,094,107 679,687 Gross profit 142,625 64,843 236,595 132,482 Depreciation and amortization 10,376 10,411 20,571 20,489 Selling, general, and administrative expense 39,689 29,136 74,648 59,491 Operating income 92,560 25,296 141,376 52,502 Interest expense (5,214) (4,752) (10,076) (9,936) Other (expense) income, net (67) 3,973 1,946 4,767 Income before income taxes 87,279 24,517 133,246 47,333 Income tax expense (28,529) (7,334) (41,131) (14,942) Net income $ 58,750 $ 17,183 $ 92,115 $ 32,391 Weighted average shares for basic earnings per share 36,891 36,599 36,791 36,552 Effect of dilutive stock options 421 466 405 556 Adjusted weighted average shares for diluted earnings per share 37,312 37,065 37,196 37,108 Basic earnings per share $ 1.59 $ 0.47 $ 2.50 $ 0.89 Diluted earnings per share $ 1.57 $ 0.46 $ 2.48 $ 0.87 Summary Segment Data: Net sales: Plumbing & Refrigeration Segment $ 551,158 $ 302,435 $ 938,099 $ 596,332 OEM Segment 242,128 110,958 410,100 222,283 Elimination of intersegment sales (13,623) (2,887) (17,497) (6,446) Net sales $ 779,663 $ 410,506 $ 1,330,702 $ 812,169 Operating income: Plumbing & Refrigeration Segment $ 78,328 $ 23,150 $ 122,521 $ 47,777 OEM Segment 21,511 7,306 32,464 13,840 Unallocated expenses (7,279) (5,160) (13,609) (9,115) Operating income $ 92,560 $ 25,296 $ 141,376 $ 52,502
MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) July 1, December 31, 2006 2005 ------------ ------------ (Unaudited) ASSETS Cash and cash equivalents $ 138,887 $ 129,685 Accounts receivable, net 408,666 248,395 Inventories 248,668 196,987 Other current assets 40,308 36,919 Total current assets 836,529 611,986 Property, plant, and equipment, net 313,248 307,046 Other assets 169,724 185,606 $ 1,319,501 $ 1,104,638 LIABILITIES AND STOCKHOLDERS' EQUITY Current portion of long-term debt $ 26,961 $ 4,120 Accounts payable 206,171 124,216 Other current liabilities 132,068 123,056 Total current liabilities 365,200 251,392 Long-term debt 308,483 312,070 Pension and postretirement liabilities 35,834 35,236 Environmental reserves 8,997 9,073 Deferred income taxes 51,341 63,944 Other noncurrent liabilities 2,884 3,078 Total liabilities 772,739 674,793 Minority interest in subsidiaries 21,017 6,937 Stockholders' equity 525,745 422,908 $ 1,319,501 $ 1,104,638 MUELLER INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the Six Months Ended --------------------------- July 1, July 2, 2006 2005 ------------ ------------ (Unaudited) Operating activities: Net income $ 92,115 $ 32,391 Reconciliation of net income to net cash (used in) provided by operating activities: Depreciation and amortization 20,719 20,568 Deferred income taxes (4,946) (1,039) Minority interest in subsidiaries 1,805 7 Share-based compensation expense 1,308 - Equity in earnings of unconsolidated subsidiary (964) (3,471) Gain on early retirement of debt (97) - Loss on disposal of properties 29 457 Income tax benefit from exercise of stock options (1,042) 529 Changes in assets and liabilities: Receivables (162,602) (30,347) Inventories (51,127) (3,823) Other assets (4,642) (1,305) Current liabilities 93,754 20,058 Other liabilities 4,439 161 Other, net (3,657) 304 Net cash (used in) provided by operating activities (14,908) 34,490 Investing activities: Capital expenditures (20,918) (8,876) Business acquired, net of cash received 3,632 - Proceeds from sales of properties and equity investment 23,218 559 Net cash provided by (used in) investing activities 5,932 (8,317) Financing activities: Issuance of debt by joint venture 22,425 - Dividends paid (7,373) (7,320) Proceeds from the sale of treasury stock 5,823 3,911 Repayments of long-term debt (3,413) (396) Income tax benefit from exercise of stock options 1,042 - Acquisition of treasury stock (396) (168) Net cash provided by (used in) financing activities 18,108 (3,973) Effect of exchange rate changes on cash 70 (509) Increase in cash and cash equivalents 9,202 21,691 Cash and cash equivalents at the beginning of the period 129,685 47,449 Cash and cash equivalents at the end of the period $ 138,887 $ 69,140 SOURCE Mueller Industries, Inc. -0- 07/25/2006 /CONTACT: Kent A. McKee of Mueller Industries, Inc., +1-901-753-3208/ -----END PRIVACY-ENHANCED MESSAGE-----